The Termination Of Supplier Contract is a crucial document used when parties need to formally end their supplier-customer relationship in Indonesia. It becomes necessary when either party wishes to terminate the arrangement due to various reasons such as contract completion, breach, mutual agreement, or changing business needs. The document must comply with Indonesian Civil Code requirements and relevant commercial regulations, particularly regarding notice periods and settlement terms. It typically includes provisions for handling outstanding payments, property return, confidentiality obligations, and transition arrangements. This agreement is essential for properly documenting the termination process and preventing future disputes by clearly defining each party's rights and obligations during and after the termination period.
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1. Parties: Identification of all parties involved in the termination agreement, including full legal names, registration numbers, and addresses
2. Background: Reference to the original supplier agreement, its date, and brief context of the relationship
3. Definitions: Key terms used in the termination agreement, including terms carried over from the original agreement
4. Termination Date: Clear specification of when the agreement will terminate, including any transition period if applicable
5. Outstanding Obligations: List of any payments, deliveries, or services that must be completed before or after termination
6. Return of Property: Requirements for returning any physical or intellectual property, documents, or materials
7. Confidentiality: Confirmation that confidentiality obligations survive termination and their duration
8. Release and Waiver: Mutual release of claims related to the agreement, subject to specified exceptions
9. Governing Law: Confirmation that Indonesian law governs the termination agreement
10. Signatures: Execution blocks for all parties and witnesses as required under Indonesian law
1. Transition Arrangements: Details of any handover process, applicable when services need to be transferred to another supplier
2. Survival Clauses: Specific provisions from the original agreement that will survive termination, if any
3. Dispute Resolution: Specific dispute resolution procedures, recommended when parties anticipate potential disagreements
4. Non-Compete and Non-Solicitation: Post-termination restrictions, if applicable to the business relationship
5. Payment Settlement: Detailed financial settlement terms, needed when there are complex financial arrangements to unwind
6. Inventory Handling: Procedures for dealing with remaining inventory or work in progress, relevant for goods suppliers
7. Insurance and Indemnity: Specific provisions about ongoing insurance requirements and indemnification, important for high-risk relationships
1. Schedule 1 - Original Agreement: Copy or summary of the original supplier agreement being terminated
2. Schedule 2 - Outstanding Payments: Detailed list of any outstanding invoices, payments, or financial settlements
3. Schedule 3 - Assets Register: List of any physical or intellectual property to be returned or transferred
4. Schedule 4 - Transition Plan: Detailed timeline and responsibilities for transition activities, if applicable
5. Schedule 5 - Settlement Statement: Comprehensive statement of financial settlement terms and calculations
6. Appendix A - Required Notices: Copies of any formal notices required under the original agreement for termination
7. Appendix B - Compliance Certificates: Any certificates or documents proving compliance with termination requirements
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